LEGAL NOTICE

Standard Terms and Conditions for Use of Website

This page sets out the terms and conditions (”T & C”) for using the website displayed at the URL www.jebsen.com and its associate domains (collectively, “Website”). By using the Website operated by Jebsen & Co. Ltd and its subsidiaries (”Jebsen”), and any other site accessed through the Website, you will be deemed to have acknowledged and agreed that the T & C set out below are binding upon you. We may revise the T & C from time to time without prior notice. Once posted on the Website, the amended T & C shall apply to you. You are advised to visit this page periodically to review the latest T & C. References in the T & C to “we” or “us” shall be deemed to be references to Jebsen.

General Terms

1.1 We make no warranty as to the accuracy, utility or other qualities of the information contained in the Website.
1.2 You may not assign or transfer your rights or obligations under the T & C without our prior written consent.
1.3 The T & C constitute the entire agreement between you and us relating to your use of the Website, and shall replace and supersede all other communications (be it written or oral), discussions, letters and contracts relating to the subject matter hereof save that neither party excludes liability for any fraudulent misrepresentations made by it to the other party upon which the other party can be shown to have relied.

Use of the Website

You agree not to use the Website for any of the following purposes which are expressly prohibited:
2.1 You are prohibited from violating or attempting to violate the security of the Website including, without limitation, accessing data not intended for you or logging into a server or account which you are not authorized to access, attempting to probe, scan or test the vulnerability of a system or network, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with service to any user, host or network. Violation of system or network security may result in civil or criminal liability.
2.2 You agree not to use the Website (nor include in any message) to upload, post, transmit, distribute or store any software files, messages or other materials (1) in violation of any applicable law or regulation; or (2) in any manner that will infringe the copyright, trademark, trade secrets or other intellectual property rights of others or their computer systems or violate the privacy or publicity or other personal rights of others; or (3) in any manner that is or is in our opinion libelous, obscene, threatening, abusive or offensive or likely to be perceived as such by any user. In particular, you shall not print, download, duplicate or otherwise copy or use any personally identifiable information breaching any person’s rights (if any). Unsolicited communications of any type to users are strictly prohibited.
2.3 You shall not post any unauthorized advertisement, promotion or solicitation which contains false, inaccurate, misleading or defamatory contents which may be damaging or injurious to us, our clients, our or their agents or related persons, or contains any computer virus, including but not limited to Trojan Horse, worm or is otherwise harmful.
2.4 You shall not engage in sending spam, including but not limited to any form of unsolicited e-mails or messages.
2.5 You shall not delete, revise or inappropriately use any contents or material posted by any other person or entity on the Website.

By posting content on the Website, you unconditionally grant us a non-exclusive, worldwide, irrevocable, royalty-free right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content in order that we can host, display and promote the content on the Website, and carry out the purposes as set out herein.

Intellectual Property Rights

5.1 You acknowledge and agree that the text, images, layout, database, graphics, pictures, sounds or audio formats, software, brands and all other materials on the Website are the intellectual properties owned by us or our third party licensors which are protected by copyright and trademark laws.
5.2 You may not, in whole or in part, use, transfer, download or otherwise reproduce any part of the Website without our prior written consent. Re-use of any of the foregoing is strictly prohibited and we reserve all our rights.

Contents

6.1 You acknowledge and agree that we are not under any obligation to pre-screen or approve any content posted on the Website or any content sent through the Website. We take no responsibility whatsoever for the contents on the Website or any content sent through the Website, or for any content lost and do not make any representations or warranties regarding the contents or accuracy of any material on the Website.
6.2 Any material or details you posted on the Website may be viewed by users of other websites linked to the Website and we are not responsible for any improper use by any user or third party from linked third party websites of any data or materials posted on the Website. We are not responsible for the contents of any third party websites linked to the Website and do not make any representations or warranties regarding the contents or accuracy of materials on such third party websites.
6.3 We shall have the right to change, modify or remove any contents or materials whatsoever posted on the Website at its sole and absolute discretion for any reason and without notice.

Responsibility

7.1 We may not monitor the Website at all times but reserve the right to do so. We do not warrant that any web page will be viewed by any specific number of users or that it will be viewed by any specific user. We shall not in any way be considered as your agent with respect to any use of the Website and shall not be responsible in any way for any direct or indirect damage or loss that may arise or result from the use of the Website, for whatever reason.
7.2 Whilst endeavouring to provide a quality service to you, we do not warrant that the Website will operate error-free. If use of the Website or its contents result in the need for serving or replacing equipment or data by you, we shall not be responsible for those costs and consequences. The Website and its contents are provided on an “as is” basis at your own risk without any warranties of any kind. To the fullest extent permitted by law, we disclaim all warranties, including without prejudice to the foregoing, in respect of merchantability, non-infringement of third party rights, fitness for particular purpose, or about the accuracy, reliability, completeness or timeliness of the contents, services, software, text, graphics and links of the Website.

Own Risk

8.1 We cannot guarantee that any message sent over the Internet will be completely secure. We will not accept any responsibility for any loss or damage incurred by you over the Internet. Communications over the Internet may be subject to incorrect data transmission, interruption and may experience delay due to Internet traffic or otherwise.
8.2 You shall use the Website and any other websites accessed through it, at your own risk. You acknowledge and agree that you are solely responsible for the form, content, accuracy and legality of any materials or contents placed by you and the consequences of your postings. We do not represent or guarantee the truthfulness, accuracy or reliability of any of the communications posted by other users or endorse any opinions expressed by users. Any reliance by you on material posted by other users shall be at your own risk.
8.3 We reserve the right to expel you and prevent your further access to the Website at any time for breaching the T & C or violating the law and also reserve the right to remove any material which is abusive, illegal, disruptive or inappropriate in our sole and absolute discretion.

Links to other websites

9.1 Where the Website provides links to third party websites, these are provided solely as a convenience to you and not in any way as an endorsement by us approving the contents on such websites. If you access any linked third party websites, you do so entirely at your own risk. We do not take any responsibility for or make any representations or undertakings as to their contents.
9.2 Linking the Website to any other websites without our prior written consent is prohibited.

Indemnity

You agree to irrevocably indemnify us, our officers, directors, employees and agents or any third party in full from and against any claims, liabilities, expenses, losses or damages and other costs whatsoever including but not limited to any claims made against us by any third party arising or resulting from your use of the Website or your breach of the T & C. We will provide you, if relevant, prompt notice of any such claim, suit or proceedings.

Termination of service

11.1 We shall have the right to limit the use of the services on the Website, including the period of time that contents will be posted on the Website, the size of the contents, e-mail messages or any other contents which are transmitted by such services. You acknowledge that we shall not be liable to any party for any modification, suspension or discontinuance of such services.
11.2 We shall have the right to delete or deactivate any account, or block your e-mail or IP address, or terminate your access to such services on the Website, and remove any content within such services immediately for any reason without notice. We shall have no obligation to deliver to you any material or contents posted on the Website at any time, both before or after cessation of such services or upon removal of the related contents from the Website.
11.3 We make no warranty as to the continuous availability of the Website.

Disclaimer

12.1 In any event, we, or our officers, directors, employees or agents shall not be liable in any event for any losses, claims or damages suffered by you whatsoever and howsoever arising or resulting from your use or inability to access or use the Website and its contents, including negligence and disputes between any parties.
12.2 Accordingly, you agree not to bring a claim of any nature against us in relation to your use of or access to the Website except where not excluded by law. You acknowledge and agree that we will have the right (subject to the discretion of the Court) to a stay of proceedings if you bring any claim against us in breach of the foregoing.

Limitation of Liabilia

Without prejudice to the above and subject to the applicable laws, our aggregate liability to you for all claims arising from your use of services on the Website and the Website itself shall be limited to the amount of HK$100.

Governing Law and Jurisdiction

The T & C as set out herein and any dispute or matter arising from or incidental to the use of the Website shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (”Hong Kong”). Both you and us shall submit to the non-exclusive jurisdiction of the courts of Hong Kong.

For Hong Kong Purchasers or Purchasers from non-New York Convention Countries

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS (”Conditions”)

1. Each of your purchase order to us shall constitute an individual contractual offer incorporating the Conditions and when accepted by us shall form a separate legally binding contract (”Order”) between us. Any sales order initiated and issued by us to you and accepted by you shall also form a legally binding contract with the Conditions incorporated therein (also referred as “Order”)

2. Unless otherwise specified by us in writing, the Conditions shall be deemed to be incorporated into the Order and form the only terms and conditions thereof.

3. Any conditions of purchase proposed by you are overridden by the Conditions herein and are otherwise subject to our acceptance in writing

4. The Conditions set out all of our respective rights, obligations and liabilities in respect of the subject matter(s). Any warranty or condition implied by common law or by statute or otherwise into a contract for the sale of products shall be excluded to its fullest extent, except to the extent that any warranty or condition cannot by law be so excluded.

5. No warranty is given that goods supplied under the Order (”Goods”) are suitable or sufficient for any specific purpose unless such purpose is defined in the Order.

6. We shall supply the Goods in accordance with those specifications or descriptions (if any) expressly listed or set out on the face of the Order.

7. Delivery dates are only best estimates, which we shall endeavour to keep to. We shall not be liable for consequences of any delay.

8. Unless otherwise stated in the Order, and subject to Clause 9, delivery shall be deemed to be effected when the Goods are unloaded at the address specified in the Order (”Delivery”).

9. Where applicable, in the event that we are unable, through circumstances beyond our control (including without limitation the lack of shipping instructions from you), to deliver the Goods within 14 days after our notification to you that the Goods are ready for delivery, we shall be entitled to arrange storage on your behalf, whereupon the delivery to you of the relevant warehouse receipt shall be deemed the Delivery for the purpose of Clause 8. All charges incurred in this connection, including without limitation storage and insurance of the Goods, shall be paid by you within 14 days from the date of our issuance of such an invoice.

10. Subject to Clause 12 under which the risk in the Goods has not been passed to you, we shall replace free of charge the Goods proved to our satisfaction having been damaged in transit, provided that within 24 hours after the Delivery, both we and the carriers have received from you a written notification of the occurrence of the damage, and its nature and extent.

11. Notwithstanding Clause 8, the title in the Goods shall only pass to you after we have received from you full payment of the same and any charges incidental to the Delivery.

12. Unless otherwise stated in the Order, the risk in the Goods shall pass from us to you upon Delivery.

13. Notwithstanding anything contained in the Conditions or the Order, our liability to you in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Order.

14. In no event shall we be liable to you or any third party for incidental or consequential damages or any loss of business or profit.

15. We shall not be liable for any failure to perform any of our obligations under the Order due to events or circumstances outside our reasonable control, including without limitation fire, explosion, flood, lightning, act of god, act of terrorism, war, rebellion, riot, sabotage and industrial actions.

16. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

17. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supercede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your purchase orders.

18. The Order shall be governed by and construed in accordance with the laws of Hong Kong and both of us irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.

19. We reserve the right to amend the Conditions from time to time and you are deemed to accept such amendments without notice.

20. All accounts including those which are not yet due for payment will become due and payable in the event of any default in your effecting payment of any amount due. Our indulgence or forbearance or time allowance that may be granted to you whether with or without our consent shall not in any event constitute a waiver of or otherwise affect or prejudice our strict rights to recover any amount that is or will become due and payable by you under any of your account with us.

21. You agree to pay interest on all overdue accounts at 1% per month or at such higher rate as may from time to time be designated by us
on our invoice(s), as well as our legal charges incurred in collecting such overdue accounts.

For Purchasers from New York Convention Countries (except Hong Kong)

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS (”Conditions”)

1. Each of your purchase order to us shall constitute an individual contractual offer incorporating the Conditions and when accepted by us shall form a separate legally binding contract (”Order”) between us. Any sales order initiated and issued by us to you and accepted by you shall also form a legally binding contract with the Conditions incorporated therein (also referred as “Order”)

2. Unless otherwise specified by us in writing, the Conditions shall be deemed to be incorporated into the Order and form the only terms and conditions thereof.

3. Any conditions of purchase proposed by you are overridden by the Conditions herein and are otherwise subject to our acceptance in writing

4. The Conditions set out all of our respective rights, obligations and liabilities in respect of the subject matter(s). Any warranty or condition implied by common law or by statute or otherwise into a contract for the sale of products shall be excluded to its fullest extent, except to the extent that any warranty or condition cannot by law be so excluded.

5. No warranty is given that goods supplied under the Order (”Goods”) are suitable or sufficient for any specific purpose unless such purpose is defined in the Order.

6. We shall supply the Goods in accordance with those specifications or descriptions (if any) expressly listed or set out on the face of the Order.

7. Delivery dates are only best estimates, which we shall endeavour to keep to. We shall not be liable for consequences of any delay.

8. Unless otherwise stated in the Order, and subject to Clause 9, delivery shall be deemed to be effected when the Goods are unloaded at the address specified in the Order (”Delivery”).

9. Where applicable, in the event that we are unable, through circumstances beyond our control (including without limitation the lack of shipping instructions from you), to deliver the Goods within 14 days after our notification to you that the Goods are ready for delivery, we shall be entitled to arrange storage on your behalf, whereupon the delivery to you of the relevant warehouse receipt shall be deemed the Delivery for the purpose of Clause 8. All charges incurred in this connection, including without limitation storage and insurance of the Goods, shall be paid by you within 14 days from the date of our issuance of such an invoice.

10. Subject to Clause 12 under which the risk in the Goods has not been passed to you, we shall replace free of charge the Goods proved to our satisfaction having been damaged in transit, provided that within 24 hours after the Delivery, both we and the carriers have received from you a written notification of the occurrence of the damage, and its nature and extent.

11. Notwithstanding Clause 8, the title in the Goods shall only pass to you after we have received from you full payment of the same and any charges incidental to the Delivery.

12. Unless otherwise stated in the Order, the risk in the Goods shall pass from us to you upon Delivery.

13. Notwithstanding anything contained in the Conditions or the Order, our liability to you in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Order.

14. In no event shall we be liable to you or any third party for incidental or consequential damages or any loss of business or profit.

15. We shall not be liable for any failure to perform any of our obligations under the Order due to events or circumstances outside our reasonable control, including without limitation fire, explosion, flood, lightning, act of god, act of terrorism, war, rebellion, riot, sabotage and industrial actions.

16. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

17. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supercede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your purchase orders.

18. The Order shall be governed by and construed in accordance with the laws of Hong Kong and:
Any dispute, controversy or claim arising out of or relating to this Order, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Clause.
The appointing authority shall be Hong Kong International Arbitration Centre (”HKIAC”).
The place of arbitration shall be in Hong Kong at HKIAC.
The arbitration shall be presided by a single arbitrator at HKIAC appointed in accordance with its domestic rules.
Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of the Order including such additions to the UNCITRAL Arbitration Rules as are therein contained.
The language to be used in the arbitral proceedings shall be English.

19. We reserve the right to amend the Conditions from time to time and you are deemed to accept such amendments without notice.

20. All accounts including those which are not yet due for payment will become due and payable in the event of any default in your effecting payment of any amount due. Our indulgence or forbearance or time allowance that may be granted to you whether with or without our consent shall not in any event constitute a waiver of or otherwise affect or prejudice our strict rights to recover any amount that is or will become due and payable by you under any of your account with us.

21. You agree to pay interest on all overdue accounts at 1% per month or at such higher rate as may from time to time be designated by us on our invoice(s), as well as our legal charges incurred in collecting such overdue accounts.PARTIES TO NEW YORK CONVENTION

For Hong Kong Sellers

STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS (”Conditions”)

1. Each of your purchase order to us shall constitute an individual contractual offer incorporating the Conditions and when accepted by us shall form a separate legally binding contract (”Order”) between us. Any sales order initiated and issued by us to you and accepted by you shall also form a legally binding contract with the Conditions incorporated therein (also referred as “Order”)

2. Unless otherwise specified by us in writing, the Conditions shall be deemed to be incorporated into the Order and form the only terms and conditions thereof.

3. Any conditions of purchase proposed by you are overridden by the Conditions herein and are otherwise subject to our acceptance in writing

4. The Conditions set out all of our respective rights, obligations and liabilities in respect of the subject matter(s). Any warranty or condition implied by common law or by statute or otherwise into a contract for the sale of products shall be excluded to its fullest extent, except to the extent that any warranty or condition cannot by law be so excluded.

5. No warranty is given that goods supplied under the Order (”Goods”) are suitable or sufficient for any specific purpose unless such purpose is defined in the Order.

6. We shall supply the Goods in accordance with those specifications or descriptions (if any) expressly listed or set out on the face of the Order.

7. Delivery dates are only best estimates, which we shall endeavour to keep to. We shall not be liable for consequences of any delay.

8. Unless otherwise stated in the Order, and subject to Clause 9, delivery shall be deemed to be effected when the Goods are unloaded at the address specified in the Order (”Delivery”).

9. Where applicable, in the event that we are unable, through circumstances beyond our control (including without limitation the lack of shipping instructions from you), to deliver the Goods within 14 days after our notification to you that the Goods are ready for delivery, we shall be entitled to arrange storage on your behalf, whereupon the delivery to you of the relevant warehouse receipt shall be deemed the Delivery for the purpose of Clause 8. All charges incurred in this connection, including without limitation storage and insurance of the Goods, shall be paid by you within 14 days from the date of our issuance of such an invoice.

10. Subject to Clause 12 under which the risk in the Goods has not been passed to you, we shall replace free of charge the Goods proved to our satisfaction having been damaged in transit, provided that within 24 hours after the Delivery, both we and the carriers have received from you a written notification of the occurrence of the damage, and its nature and extent.

11. Notwithstanding Clause 8, the title in the Goods shall only pass to you after we have received from you full payment of the same and any charges incidental to the Delivery.

12. Unless otherwise stated in the Order, the risk in the Goods shall pass from us to you upon Delivery.

13. Notwithstanding anything contained in the Conditions or the Order, our liability to you in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Order.

14. In no event shall we be liable to you or any third party for incidental or consequential damages or any loss of business or profit.

15. We shall not be liable for any failure to perform any of our obligations under the Order due to events or circumstances outside our reasonable control, including without limitation fire, explosion, flood, lightning, act of god, act of terrorism, war, rebellion, riot, sabotage and industrial actions.

16. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

17. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supercede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your purchase orders.

18. The Order shall be governed by and construed in accordance with the laws of Hong Kong and both of us irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.

19. We reserve the right to amend the Conditions from time to time and you are deemed to accept such amendments without notice.

20. All accounts including those which are not yet due for payment will become due and payable in the event of any default in your effecting payment of any amount due. Our indulgence or forbearance or time allowance that may be granted to you whether with or without our consent shall not in any event constitute a waiver of or otherwise affect or prejudice our strict rights to recover any amount that is or will become due and payable by you under any of your account with us.

21. You agree to pay interest on all overdue accounts at 1% per month or at such higher rate as may from time to time be designated by us on our invoice(s), as well as our legal charges incurred in collecting such overdue accounts.

For non-Hong Kong Sellers

STANDARD CONDITIONS FOR PURCHASE OF GOODS (”Conditions”)

1. Each of the purchase orders from us and duly accepted by you shall be a separate legally binding contract (”Order”).

2. Unless otherwise specified in writing, the Conditions shall be deemed to be incorporated into the Order and form part thereof.

3. Any conditions of sale proposed or deemed incorporated into the Order by you are hereby excluded in so far as they are inconsistent with the Conditions and are subject to our acceptance expressly in writing.

4. Where applicable and without prejudice to the Conditions, the Order shall be subject to any contract specified therein, where the goods supplied under the Order (”Goods”) are to be used in connection therewith. Relevant conditions under such a contract will be supplied by us on request, but you shall be deemed to have accepted the same as part of the terms of the Order.

5. Nothing in the Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which we may be entitled, in relation to the Goods, by virtue of any statue, custom, common law, other law or regulation.

6. The Goods must conform in all respects with the drawings, specifications, samples and other requirements or descriptions stated in the Order, and must pass the acceptance tests of our inspector.

7. You shall ensure that in all respects the Goods comply with all relevant requirements of any statute, statutory rule or order, law or other instrument having the force of law, which may be in force when the Delivery takes place.

8. In regard to performance of the Order by you, time is of the essence. The Goods shall be delivered on the date and to the place stated in the Order, and in accordance with the instructions specified therein during normal business hours, unless arranged otherwise (”Delivery”).

9. In the event that, for any reason, we are unable to accept the Delivery, you shall, at your own expense, store and safeguard the Goods, and take all reasonable steps to prevent their deterioration until the Delivery.

10. In the event that any of the Goods do not conform completely in every respect with the terms of the Order and the Conditions, we shall be entitled to reject all or any of the Goods and at our option, return to you or request you to replace the same at your expense, or even cancel the Order forthwith (”Right of Rejection”).

11. Notwithstanding Clause 6, in cases where by the nature of the Goods, any defects therein or any failure thereof to conform as aforesaid does not or would not become apparent until after use, we shall be entitled to exercise the Right of Rejection even after a reasonable period of use or resale of the same, to the fullest extent as allowed by law.

12. Our signature, given on any delivery note, or other documentation, presented for signature in connection with the Delivery, is evidence only of the number of packages received. In particular, it is no evidence that the correct quantity or number of goods has been delivered or that the goods delivered are in good condition or the correct quantity.

13. Without prejudice to the Right of Rejection and unless otherwise agreed, the title and the risk in the Goods shall only pass to us, when they are delivered in accordance with Clause 8.

14. You warrant that neither the sale nor the use of the Goods will infringe any intellectual property rights including without limitation patent, trademark and registered design.

15. You shall indemnify us from all actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as aforesaid in Clause 14, and at your own expense defend or (at our option) assist in the defense of any proceedings which may be brought in that connection.

16. You shall indemnify us against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever which we may incur either at common law or by statute in respect of personal injury to or the death of any person or in respect of any loss or destruction of or damage to property (other than as a result of any willful default or neglect of ourselves) which shall have occurred in connection with any work executed by you against the Order or shall be alleged to be attributable to any defect in the Goods.

17. You shall indemnify us against any and all loss, costs, expenses and liabilities caused to us whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach by you of the Conditions or of any terms or obligations on your part implied by the Sale of Goods Ordinance (Cap 26) or by any other statute, statutory provision or common law relevant to the Order or to the goods or work covered thereby. This indemnity shall not be prejudiced or waived by any exercise of the Right of Rejection.

18. Whenever any sum of money is recoverable from or payable by you to us as a result of the operation of any of these Conditions or any breach by you of the same, such sum may be deducted by us from any sum then due or which at any time thereafter may become due to you under any other order or transaction placed or entered into by us with you.

19. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.

20. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supersede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your sales orders.

21. Any dispute or difference arising out of or in connection with this Order shall be referred to and determined by arbitration in Hong Kong using the Laws of Hong Kong as the governing law. The Domestic Arbitration Rules of Hong Kong International Arbitration Centre shall apply to the arbitration proceedings. The place of arbitration shall be in Hong Kong. There shall be only one arbitrator. The language of arbitration shall be English.